Acquistion of SMIT completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF A RESTRICTED JURISDICTION
29 July 2010
Recommended offer by
Manchester & London Investment Trust PLC ("MLIT")
to acquire the entire issued and to be issued share capital of
Stakeholders' Momentum Investment Trust PLC ("SMIT")
Offer successfully completed and finalisation of compulsory acquisition
Manchester & London Investment Trust PLC ("MLIT") made an offer for the whole
of the issued and to be issued share capital of Stakeholders' Momentum
Investment Trust PLC ("SMIT") which was declared unconditional on 19 May 2010.
The Offer comprised the Basic Offer of 0.8784 new MLIT Shares for every SMIT
Share and a Cash Alternative Offer of 217.5 pence per SMIT Share.
The Cash Alternative Offer closed and was not extended on 2 June 2010. On 15
July, MLIT announced the Basic Offer would remain open for acceptance until
1.00 p.m. on 28 July 2010 following which date the Offer shall not be extended.
MLIT confirms that the Offer has now closed.
The Acquisition has now been completed and SMIT is now a wholly owned
subsidiary of MLIT.
Levels of Acceptances
As at 1.00 p.m. on 28 July 2010, MLIT had received valid acceptances of the
Offer in respect of 5,569,042 SMIT Shares, representing 97.23 per cent. of the
current issued share capital of SMIT.
The above include acceptances in respect of 2,619,262 SMIT Shares representing
45.73 per cent. of the SMIT Shares in issue which were subject to irrevocable
undertakings to accept the Offer signed by parties who were acting in concert
with MLIT; and in respect of 237,780 SMIT Shares representing 5.91 per cent. of
SMIT's issued share capital in relation to which non binding letters of intent
to accept the Offer had been received. Fairfax which is also acting in concert
with MLIT accepted the Offer in respect of 5,859 SMIT Shares representing 0.1
per cent. of its issued share capital.
Compulsory acquisition
On 16 June 2010 MLIT announced it had commenced proceedings to compulsorily
acquire all remaining SMIT Shares in issue, pursuant to the provisions of
section 979 of the Companies Act 2006 (the "Compulsory Acquisition"). All such
remaining SMIT Shares will be transferred to MLIT in accordance with the terms
set out in the notice to non-assenting SMIT Shareholders dated 16 June 2010
(the "Statutory Notice").
All new MLIT Shares issued as consideration under the Compulsory Acquisition
will be transferred to Computershare, as agent for SMIT, and will be held on
trust for any former SMIT Shareholders in accordance with section 981(9) of the
Companies Act. In order for such new MLIT Shares to be released, non-assenting
former SMIT Shareholders will need to write or deliver by hand to Computershare
Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS13 8AE with
satisfactory evidence both of identity and of ownership.
In accordance with the terms of the Statutory Notice, new MLIT Shares may not
be allotted in respect of SMIT Shares held by non-assenting SMIT Shareholders
resident in a Restricted Jurisdiction. Such shares have been acquired by MLIT
at a price of 217.5p per SMIT Share, the consideration of which will be held by
Computershare on behalf of relevant parties. In order to receive consideration
for such SMIT Shares, non-assenting former SMIT Shareholders will need to write
or deliver by hand to Computershare Investor Services PLC, The Pavilions,
Bridgewater Road, Bristol BS13 8AE with satisfactory evidence both of identity
and of ownership of such SMIT Shares.
MLIT Shares in issue
132,863 New MLIT Shares will be allotted in respect of valid acceptances of the
Basic Offer received between 1.00 p.m. on 15 July 2010 and 1.00 p.m. on 28 July
2010 and allotments as a result of the Compulsory Acquisition in respect of
which application has been made to the UK Listing Authority and the London
Stock Exchange for Admission to Listing and trading.
These allotments will increase the total number of MLIT Shares in issue to
22,457,086.
In aggregate 4,952,087 New MLIT Shares have been issued pursuant to the
Acquisition.
Substantial shareholdings
Manchester & Metropolitan Investment Limited ("M&M"), which was allotted
2,062,072 New MLIT Shares pursuant to the Offer now holds 11,297,514 MLIT
Shares representing 50.31 per cent. of MLIT's enlarged issued share capital.
Mr B.S. Sheppard, a director of MLIT, is now interested in 11,549,631 MLIT
Shares, representing 51.43 per cent. of MLIT's enlarged issued share capital
through a combination of his personal holdings in MLIT, his investment in M&M
and as a trustee of the BS Sheppard 1991 Settlement. The BS Sheppard 1991
Settlement was allotted 238,687 New MLIT Shares pursuant to the Offer.
UK Listing Authority
In accordance with Prospectus Rule 2.3.2, a copy of this announcement is being
delivered to the Financial Services Authority today and will be available for
inspection at the Document Viewing Facility of the FSA at 25 The North
Colonnade, Canary Wharf, London E14 5HS.
Enquiries:
Manchester & London Investment Trust PLC Tel: 0161 242 2895
Peter Stanley www.manchesterandlondon.co.uk
Midas Investment Management Limited Tel: 0161 242 2895
(fund manager to MLIT and SMIT)
Mark Sheppard
Fairfax I.S. PLC Tel: 020 7598 5368
David Floyd, Rachel Rees
Further Information
Unless otherwise defined in this announcement, capitalised words and phrases
used herein have the same meanings given to them in the document dated 28 April
2010 containing the Offer (the "Offer Document").
Fairfax I.S. PLC ("Fairfax") is acting for MLIT and no-one else in connection
with the Offer and will not be responsible to anyone other than MLIT for
providing the protections afforded to clients of Fairfax or for providing
advice in relation to the Offer.
The Offer is not being made, and will not be made, directly or indirectly, in
or into the United States, Australia, Canada, Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction. None of this announcement, Offer Document,
any Form of Acceptance, or the Equivalent Document constitutes an offer in the
United States, Australia, Canada, Republic of South Africa, Japan or any other
jurisdiction where such offer would constitute a violation of the relevant laws
of such jurisdiction, and the Offer will not be capable of acceptance from or
within the United States, Australia, Canada, Republic of South Africa, Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement, the Offer Document, any Form of Acceptance and the
Equivalent Document are not being, and may not be, mailed, forwarded or
otherwise distributed or sent in, into or from, the United States, Australia,
Canada, Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, including to SMIT
Shareholders with registered addresses in the aforementioned jurisdictions or
to persons whom MLIT knows to be nominees holding SMIT Shares for such persons.
Persons receiving the Offer Document, any Form of Acceptance or the Equivalent
Document (including without limitation nominees, trustees or custodians) must
not forward, distribute or send them into the United States, Australia, Canada,
Japan or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction.
All former SMIT Shareholders (including, without limitation, nominees, trustees
or custodians) who would, or otherwise intend to or who may have a contractual
or legal obligation to, forward the Offer Document or the Equivalent Document
to any jurisdiction outside the United Kingdom, should read the details in this
regard which are contained on page 2 of the Offer Document.
Copies of the Offer Document and the Equivalent Document are available to SMIT
Shareholders from (i) Computershare Investor Services PLC, Corporate Actions
Projects, Bristol BS99 6AH; and (ii) in electronic form on MLIT's website at
www.manchesterandlondon.co.uk/investorrelations.
The persons responsible for this announcement are the MLIT Directors. To the
best of the knowledge and belief of the MLIT Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
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